Test License Agreement


IMPORTANT - READ CAREFULLY BEFORE ACCEPTING

THIS IS A LEGAL AGREEMENT (THE "AGREEMENT") BETWEEN YOU, THE END USER, AND TELE ATLAS ("TA"). BY CLICKING ON THE "I ACCEPT" BUTTON BELOW, OR BY DOWNLOADING, INSTALLING OR OTHERWISE USING TA’S DATA, YOU AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE WITH THESE TERMS, TA IS UNWILLING TO LICENSE THE DATA ON THIS SERVER TO YOU. DO NOT PROCEED TO DOWNLOAD, INSTALL OR OTHERWISE USE THE DATA.

1. GRANT OF LICENSE. TA grants you a non-transferable, non-exclusive license to use the data accessed via this server (the "Products") solely for your non commercial testing purposes TA grants you a non-transferable, non-exclusive license to use the data accessed via this server (the "Products") solely for your non commercial testing purposes. The Products are received by you in confidence and in trust, and you agree to take all reasonable steps to maintain the confidentiality of the Products and to protect the Products from misappropriation or misuse. You agree that the Products will not be used, duplicated or disclosed in any form for the use or benefit of any person or entity, nor reproduced, transcribed, imitated or simulated in whole or in part. In order to preserve trade secret and proprietary information contained within the Products, you may not modify, duplicate, copy or reproduce the Products. You may not disclose, publish, sell, assign, rent, lease, sublicense, market, or transfer the Products or use them in any manner not expressly authorized by this Agreement. You shall not use the Products for any commercial or revenue generating purposes or to operate a service bureau or for any other use involving the processing of data of other persons or entities. You do not receive any, and TA retains all, ownership rights in the Products. The Products are copyrighted and may not be copied, even if modified or merged with other Products. You shall not alter or remove any copyright notice or proprietary legend contained in or on the Products.

You hereby represent and warrant that the Products shall be protected from public disclosure and considered exempt from any statute, law, regulation or code, including any Sunshine Act, Public Records Act, Freedom of Information Act, or equivalent, which permits access and/or reproduction or use of the Products. In the event of breach of any part of this paragraph by such disclosure, this Agreement shall be considered breached and any and all right to retain any copies or use of the Products shall be terminated and considered immediately null and void. Any copies of the Products held by you shall immediately be returned to TA. If any court of competent jurisdiction considers this clause void and unenforceable, in whole or in part, for any reason, this Agreement shall be considered terminated and null and void, in its entirety, and any and all copies of the Products shall immediately be returned to TA.

2. WARRANTY DISCLAIMER. The Products are provided to you on an "AS IS" and "WITH ALL FAULTS" basis. You assume the entire risk as to the quality and performance of the Products and the entire risk of loss in using the Products. The Products are complex and may contain some nonconformities, defects or errors. TA does not warrant that the Products will meet your needs or expectations, that operations of the Products will be error free or uninterrupted, or that all nonconformities can or will be corrected. TA MAKES AND YOU RECEIVE NO WARRANTY, WHETHER EXPRESS OR IMPLIED, AND ALL WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY, MERCHANTABLE QUALITY, EFFECTIVENESS, COMPLETENESS, ACCURACY AND FITNESS FOR ANY PARTICULAR PURPOSE ARE EXPRESSLY EXCLUDED. THIS WARRANTY DISCLAIMER IS IN LIEU OF ALL LIABILITIES OR OBLIGATIONS OF TA. NO ORAL OR WRITTEN ADVICE OR INFORMATION PROVIDED BY TA OR ANY OF ITS AGENTS OR EMPLOYEES SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF THIS WARRANTY DISCLAIMER, AND YOU ARE NOT ENTITLED TO RELY ON ANY SUCH ADVICE OR INFORMATION.

3. LIMITATION OF LIABILITY. TA SHALL HAVE NO LIABILITY FOR ANY MATTER ARISING OUT OF THE SUBJECT MATTER OF THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR OTHERWISE. TA SHALL NOT BE LIABLE TO YOU FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL, OR INCIDENTAL DAMAGES (INCLUDING DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, AND THE LIKE) ARISING OUT OF THIS AGREEMENT OR THE USE OF OR INABILITY TO USE THE PRODUCTS, EVEN IF TA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IF TA'S WARRANTY DISCLAIMER OR LIMITATION OF LIABILITY SET FORTH IN THIS AGREEMENT SHALL FOR ANY REASON WHATSOEVER BE HELD UNENFORCEABLE OR INAPPLICABLE, YOU AGREE THAT TA'S LIABILITY SHALL NOT EXCEED EURO 100.00 OR $100.00.

4. MISCELLANEOUS. This is the exclusive agreement between TA and you regarding its subject matter. You may not assign any part of this Agreement without TA's prior written consent. This Agreement shall terminate immediately and without the requirement of notice if you breach any of the terms of this Agreement. Promptly upon termination of this Agreement, you shall return to TA all copies of the Products in your possession or control. This Agreement shall be governed by the internal laws of the Netherlands without reference to choice of law provisions. You consent to the personal jurisdiction of the state and federal courts located in Amsterdam, The Netherlands and you waive any objection to venue based on the doctrine of forum non-conveniens or any similar doctrine. You shall pay any taxes on the Products or transactions, except for those based on TA's annual net income. If any provision of this Agreement is declared invalid or unenforceable, the remaining provisions of this Agreement shall remain in effect. Any notice under this Agreement shall be delivered by registered mail, return receipt requested, or by overnight courier to TA at the address below.

5. U.S. GOVERNMENT RESTRICTED RIGHTS. If you are an agency, department, or other entity of the United States Government ("Government"), your use, duplication, reproduction, release, modification, disclosure or transfer of the Products is restricted in accordance with Federal Acquisition Regulation ("FAR") 12.212 for civilian agencies and Defense Federal Acquisition Regulation Supplement ("DFARS") 227.7202 for military agencies. The Products are commercial. Use of the Products by any Government agency, department, or other entity of the Government, is further restricted in accordance with the terms of this Agreement, or any modification hereto. Contractor/manufacturer is Tele Atlas North America, Inc., 11 Lafayette Street, Lebanon, NH 03766-1445, +1 (800) 331-7881. PROPRIETARY PRODUCTS. For purpose of any public disclosure provision under any federal, state or local law, it is agreed that the Products are a trade secret and a proprietary commercial product and not subject to disclosure. The Products are © 1984-2007 by Tele Atlas. ALL RIGHTS RESERVED.